Only Watch
by A. Zap
Summary: A series of calls from Steve begins to raise Tony's suspicions as they both begin to think that something is up with SHIELD. Still, Tony would never have predicted this, and he can only watch as Steve fights for his life. Stony. Tony's POV during Captain America: The Winter Soldier. Spoilers for that.


**Disclaimer: I don't own these characters. This is for fan reasons only.**

* * *

Only Watch

Sometimes, it was hard keeping a secret from the rest of the world. It's basically why Tony had decided from the get-go to just screw whatever Agent wanted and reveal that he was, in fact, Iron Man.

Things were a bit more complicated now then they were then. Tony had hung up his suits, he had removed the shrapnel from his heart, and he had managed to cure Pepper from the effects of Extremis. He and Pepper had broken up amiably, because she really was one of his best friends and he knew that he would not survive long without her support. Which led to where he was now.

When he had given up his address to the Mandarin, it hadn't even occurred to him how his actions would affect his teammates, the Avengers. Upon seeing the news of his supposed death, Bruce had apparently Hulked out. Clint and Natasha had almost gone ballistic at SHIELD from the sounds of it, since they weren't allowed to go help. Luckily, Thor had been off world at the time, so Tony hadn't really had to deal with him. Still, he never would have guessed the effect it would have on Steve.

Steve had been on a mission for SHIELD when the news had reached him. He had aborted the mission and rushed back to the states in a panic to try to find out what had happened to Tony. Of course, by the time he had made it back, everything had been taken care of and it had been revealed that Tony truly was alive and kicking. Tony would never forget that look of fear that had been on Steve's face when he had busted into his hospital room though. That was what had shocked him.

The two of them had managed to get on good terms after the whole Chitauri invasion, but Tony hadn't realized that Steve cared that much about him. It didn't take him long to realize that Steve did more than simply care. Their relationship, as they were just starting, had been a bit tentative at first, but now they had gotten into the swing of things as Steve had stood by faithfully during the surgery to remove the Arc Reactor and they met up when Steve's work in DC and Tony's work in New York allowed.

Their relationship was a secret though. Fury would probably have kittens if he knew that they were more than friends, and though supervillians would probably use their friendship against them, knowing that they were lovers as well would just give them more leverage. Not to mention that the press was still having a field day with Tony and Pepper's break-up. That was basically why only the other Avengers, and Pepper, knew about it.

Still, it was hard keeping it a secret. It wasn't really in Tony's nature. He would keep this though, because being a superhero was hard enough without having to deal with people trying to hurt the ones you love. Tony had learned that lesson the hard way.

That's why things were fine.

* * *

"Natasha keeps interrupting our missions by giving suggestions for dates." Steve complained over the phone.

Tony couldn't help but chuckle over Steve's tone. Steve had quite the sense of humor and was always quick with a comeback, but on missions, he preferred to maintain some sense of professionalism. That generally went out the window a bit when working with other Avengers.

"And she keeps suggesting all of these weird places." He continued. "Do you know what the deal is with Budapest? Apparently, it's a thing for her and Clint."

"As much as I wish I knew what went down in Budapest, I haven't been able to wrench it out of Clint. You would have a better chance of making Natasha talk about it, since she likes you better. Still, with all my hacking skills, I don't know what went down there." Dummy wheeled himself over to where Tony was sitting on the couch in his lab. He held out a shake of dubious origins to him, which the inventor quickly took. Tony gave a glance up.

"The shake is safe, Sir." JARVIS intoned.

Tony took a small sip of it and found it to actually taste good. "Nice job," he said as he gave Dummy a pat on his head. Then he returned to his conversation with Steve. "Still, the mission went fine right?" He tried to keep the slight sense of anxiety out of his voice. After all, if Steve got in serious trouble, Tony no longer had the suit to go save him.

"Yeah, it was fine." He could almost hear the slight smile on Steve's lips. "Though…" His voice trailed off.

Tony senses started to tingle with a hint of foreboding. "What?"

He could imagine Steve chewing his lip as he probably checked to make sure he wasn't being observed. "There was something off about the mission." Steve's voice was low. "Natasha was given a separate mission to download data from the computers and the ship was also off course in the first place." He sighed and his voice returned to its normal level. "I don't know. The whole thing just seems hokey."

"No one says hokey anymore, old man." Tony teased, but inside the gears were turning. The whole thing was suspicious, but this was SHIELD. They thrived on the suspicious; after all, they were the spies among spies. Still, if there was something that wasn't ringing true with Steve, it was enough to put Tony on edge. The war veteran was a master tactician and he had killer instincts. It was some of the things that made the two a great team in the field.

Also, if Natasha, the Queen of Subterfuge, had been given a second mission under the cover of the first, then something must truly be off.

"Well, I'm about to go ask Fury about it myself." Steve replied. "And I would like to point out, if we're talking about years actually conscious, you're older than me." He said matter-of-factly. "And apparently, someone still says hokey."

Tony barked out a laugh. "Yeah, touché." A smile crossed his face. "Call me later, okay?"

He could hear the smile on Steve's face. "Yeah, I will."

Both of them hung up, and Tony quickly pushed that niggling feeling of worry that Steve's words had sparked to the back of his head as he turned back to the designs for a new, more efficient defibrillator.

* * *

The first words out of Steve's mouth went he next called were not the ones Tony was expecting.

As Tony wrenched his attention away from a new generator he was working on to answer the phone, he didn't expect to hear Steve sounding on his way to being pissed off with the words, "Did you know about Project Insight?"

Tony blinked as his mind took a moment to switch tracks. "Kind of?" He finally said. "I know that they were building some new helicarriers to replace the one we mostly destroyed during the whole Loki incident. Since turbines are ancient, I shared some repulsor designs that could replace them and make them more efficient." The silence on the other end of the line was starting to unnerve him. "Is something wrong, Steve?"

Steve's sigh came through the speaker. "Sorry." From the tone, he knew that Steve was running his hand through his hair, a nervous habit. "Do you know what they're going to use them for?"

"I assume they would go around invisible and spy on people just like with the old one." Tony tried to adopt a lighter tone, but it fell flat. He frowned. "Seriously, what's wrong, Steve?"

Steve was silent for a moment. "I was always taught that people pay for a crime after they do it." He paused. "A lot of this time, though, is about 'pre-emptive strikes' and stopping things before they happen, even though later it turns out that the supposed information they were going on was false." Tony winched as he wondered who had had to explain Iraq to Steve. "And with this project…

"It's not freedom, Tony, what Fury's planning with these things. SHIELD's going to hold a gun to the world's head and say, 'If you don't behave and stay in line, we'll shoot you just in case you are a threat.' It's bullying, Tony." Tony heard a slight waver in Steve's voice. Everyone who knew Steve knew how he felt about bullies, having been a victim of them up until he got supersized. Tony knew that Steve sometimes worried about becoming one through his work with SHIELD as he was sent on missions in far-flung places that he saw no real reason for them to be. "It's about instilling fear in ordinary people that we're supposed to protect, and it goes against everything I've ever fought for."

Tony was quiet for a moment. He had been learning since getting together with Steve that sometimes it helps to gather your thoughts for a moment rather than opening your mouth and letting whatever's on your mind come out. "So then, what do you want to do?" He asked, leaning back against the workbench.

Steve sighed again. "I don't know." He admitted. "I think I'm going to go see Peggy."

A sad smile tugged on Tony's lips. He knew how mixed Steve's feelings were about his visits to her. "Alright." He replied. "Stay safe." He said, though he didn't know why.

"I will." Steve said. "I love you." He hung up before Tony could reply.

For a second, Tony just looked at the phone, trying to figure out what could be going on with SHIELD. A crashing sound from the other side of the lab distracted him though.

He looked over and his face twisted in confusion. "You! Butterfingers! What are you guys doing?" Tony hurried over to clean up their latest mess.

* * *

It was long after night had fallen that Bruce managed to drag Tony out of the lab, citing the fact that Tony hadn't really eaten anything but what his bots had made him all day. With the promise of another round of coffee, Tony eventually complied.

After eating some of Bruce's stir-fry, which was surprisingly good though Tony would never admit it, and being denied his precious coffee, he finally settled down to watch a movie with Bruce. Movie nights were a common thing in the tower, and usually whoever was around would join to watch it. It was through a series of movie nights that Tony had managed to get Steve to watch _Star Wars_ after the supersoldier made the mistake of asking if _Star Wars _and _Star Trek_ were sequels or something. That night only he and Bruce were there so they were watching a marathon of _Doctor Who _and having great fun picking out all of the scientific inaccuracies and debating what might be possible in the future due to technological advances.

When Steve's number popped up on the screen of Tony's cell phone, he wasn't too worried and just paused the episode. After all, Steve sometimes called at night for the sole reason to say good night before going to bed.

However, after picking up, Tony found a whole new reason to worry.

The sound of sirens was in the background of Steve saying, "Tony?" Tony sat up at the sound, instantly alert and Bruce gave him a worried glance.

"Steve, what's wrong? What are those sirens for? Are you alright?"

"Tony." Steve's voice was a bit strained, but he didn't answer any of Tony's questions. "Tony, I don't know what's going on, but…

"Do not trust SHIELD."

"What do you – " Tony cut his question off as there was a click and the dial tone sounded. For a second, all Tony could do was stare at the phone incredulously. That niggling worry from his earlier conversation with Steve was back with a vengeance.

"Tony?" Bruce's quiet voice came from beside him, and Tony finally turned away from his phone. "Is something wrong?"

Tony looked at his friend. "I think so." He looked up. "JARVIS, any idea what's up?"

"Sir, it appears that Fury has been shot and killed." Both Tony and Bruce's jaws dropped a bit at the news. Fury? Dead? It seemed impossible. "It appears that he was attacked earlier today, but the final shot was given at Captain Rogers' apartment." A lump formed in Tony's throat, but JARVIS quickly continued, "The Captain was unharmed and chased the assailant. Apparently, the assassin had a mechanical left arm and got away."

Both scientists sat in shock, unable to say a word. Finally, Tony broke the silence. "Damn."

"Yeah." Bruce gulped, and he flexed his hands, his fingers clenching and unclenching as the Hulk stirred. He sighed and turned towards Tony. "What exactly did Steve say?"

Tony pursed his lips, his mind whirling and his stomach filling with dread. "Don't trust SHIELD."

"That doesn't bode well." Bruce muttered, gazing at the screen with a hint of longing. After all, there was no way they could go back to simply watching it with this hanging over them.

"Yeah…" Tony thought back to what he and Steve had talked about earlier. He gulped. "Bruce, I think I may have made a mistake."

Bruce looked at him, curiosity sparking in his eyes. "What makes you say that?"

"Earlier, Steve and I were talking." Tony said. "He was asking me about these helicarriers that SHIELD was making. He said that they weren't right, that they were basically a threat against the world." He gulped again. "I gave some advice and designs for them, mostly for the propulsion system, but…"

"You think that what's happening with Fury has something to do with it." Bruce concluded.

"Not necessarily. I think something's up with SHIELD, and if something goes wrong with them, then…" Tony's hand came up to pinch the bridge of his nose as he leaned against the back of the couch. "It'll be just like before. I'll have killed innocent people because some bad guys got my tech."

"Tony." Bruce sighed, having gone over these issues with him before in impromptu therapy sessions. "It wouldn't be your fault. You just assisted with getting into the air. It's not like you designed weapons or whatever. Besides, we don't even know for sure if it has to do with these helicarriers."

"But it's pretty likely." He pointed out.

"Yeah." Bruce leaned back as well. "I guess for now, there's not much we can do. At least without more information."

"I guess." Tony's fingers were itching to start hacking into SHIELD's databases to try to figure out what was going on. There was a short silence. "Do you think Steve will call if he gets into trouble?" He asked quietly.

"Probably." Bruce said. "After all, unlike you, he knows when to call for help." His tone became a bit dry.

"Are you still going on about that?" Tony grumbled, but the two managed to share a chuckle over it. The two fell silent, not having much else to say.

Eventually, they parted and went to their own rooms. Tony fell into bed, knowing that Steve would want him to sleep, and decided that he would start trying to figure out what was going on in the morning.

* * *

Tony frowned down at his Stark Pad. After getting a late start, he had been trying for most of the morning to get into SHIELD records for Project Insight, but nothing was really working. It wasn't like anything Fury and his team had put before him in the past, and it wasn't really his style. It was almost as if someone was bringing up new firewalls just as quickly as he was taking them down. JARVIS wasn't having any better luck than him either, which was weird considering the AI had managed to get into Fury's secret projects in less than half an hour previously.

"Are you still at it?" Bruce asked with a disapproving tone as he set a sandwich down next to Tony.

"Yeah…" Tony said, slightly distracted. "It's never been this hard before. It's almost like someone else did all of these new encryptions, and is changing them constantly." He half-heartedly picked up the sandwich and didn't even notice as he started to eat it.

"Maybe you should take a break." Bruce suggested, despite knowing it was a futile effort.

"Hmm." Tony grunted.

"Sir?" JARVIS sliced through the tension in the room. Tony sat up at the sound of his voice.

"You get through, J?"

"No, Sir." JARVIS sounded almost nervous. "Sir, SHIELD has put out an APB for Captain Rogers."

Dead silence.

"What?" Bruce and Tony shouted simultaneously. There was a crashing sound as Tony knocked the plate over and it shattered on the floor.

"Steve? A criminal?" Bruce said, incredulous. After all, Steve might not be the best at always following orders, due to the fact that he always followed his own sense of right and wrong, but he was such a good person that he was the last person to commit a crime.

"What? Do they think that he killed Fury or something?" Tony demanded. Steve might not have agreed with all of Fury's policies, but Tony knew that the supersoldier would never kill the guy.

"It seems that he lied to Mr. Pierce and is suspected of hiding vital information regarding the Director's death." JARVIS explained. "However, it appears that he has escaped capture and the Triskelion. His whereabouts are currently unknown."

"This is bullshit." Tony muttered. He turned towards his Stark Pad and quickly abandoned his efforts for hacking into Project Insight. In a matter of moments, the video footage of Steve's escape was up on the screen.

Bruce came up behind Tony and watched as Steve took out a whole elevator of people and then slipped through SHIELD custody by taking out a Quinjet. He gave a low whistle.

"Wow." He said quietly. "I knew that Steve was good, but this…" The videos had looped back around, so he watched once more as Steve landed back on his feet after leaping from the crashing Quinjet. "SHIELD really underestimates him."

"Yeah." Tony says, ignoring the prickling feeling coming over his body. "This doesn't make any sense, though." He said, bringing the footage down and making his way into the living room, Stark Pad still in hand.

Tony focused his efforts in trying to figure out what the hell was going on. It seems that Steve had been right about something being wrong with SHIELD, and now he was being hunted and he was God only knows where and who knew what sort of condition he was in.

Tony was getting incredibly frustrated even as the panic was rising.

_Oh, God. This is all wrong. Steve could be hurt. Steve could be broken, lying in a ditch, being assassinated by the guy with a metal arm…_

Distantly, Tony heard someone telling him to breath, and warm hands were clasped on his shoulders, not holding him down, but letting him know that someone was there. For a second, he thought Pepper or Steve was there, but then he recognized the voice. Bruce was talking him down from what he now realized was a panic attack. He was sitting on the floor, curled up, with his mind and heartbeat racing.

Slowly, his breathing and heartbeat became more regular, and he looked up at Bruce to give him a shaky smile. Still, he knew that he couldn't talk himself out of this.

"I thought the panic attacks had stopped." Bruce said softly, removing his hands from Tony's shoulders.

"They have. For the most part." Tony admitted. "This is the first one I've had in a while." He rubbed his hand down his face and looked out the window.

"Tony." Bruce continued. "I know you're worried about Steve." He paused. "But I don't see how – "

"I don't have the suit." Tony said bluntly. "Steve's in trouble, and I can't help him. All because I blew up my suits!" His volume had steadily increased until he shouted that last sentence.

As per usual, Bruce kept his cool. "Tony, Steve can take care of himself. He's fought in World War II, for God's sake. He can take the heat and keep his head down."

"No, he won't." Tony interrupted before Bruce could continue. "Steve's worse than a terrier with bouncy ball in his mouth. Once he finds out that something's up and someone needs to do something about it, he fucking does it. Even if it goes against orders, because that's what he does."

"You're right." Bruce admitted. "But if he needs help, he'll call us."

Tony gave a bitter laugh. "No, he won't." He set his head on his knees. "SHIELD's the one after him. He's not going to draw attention to us and put us in the crossfire. He wouldn't put us in danger like that." Tony growled. "And it's all because I'm vulnerable since I blew up my suits."

Bruce had no response to that.

The day wore on and there was no positive or negative news regarding Steve's situation.

Every hour that passed without even a call from Steve made the anxiety in Tony grow.

JARVIS didn't help it though when, after the sun been down for a couple hours, he popped up with a potential clue. "Sir?"

"Yeah, JARVIS?" Tony asked from where he lay on the couch, trying once again to hack into the deepest parts of SHIELD to find out why Steve was being targeted.

"SHIELD has launched a missile at a former military base in New Jersey. Records show that it is the same base where the Captain trained in 1940s." He paused. "Though the missile has hit, there are no signs of any casualties."

Tony glanced once more at his phone. This news could be nothing or it could be something.

Still, the phone didn't ring.

* * *

Tony was startled awake by his phone ringing. For a second, he looked around, confused as to why he was on the couch and not in his lab or his bed, before he remembered what had happened the previous day. Desperately hoping, he seized his phone and picked up the call, not even looking at caller ID.

Before he could get a word out, Steve's voice came down the line with, "Is this line secure?"

Tony blinked for a moment. "JARVIS?"

"The line is secure, Sir."

"Good." Steve said, sounding slightly relieved though it was obvious that he was still tense.

"Steve," Tony hissed. "What the hell is going on?"

Steve paused. "HYDRA." He said finally.

Tony's stomach dropped. "HYDRA?" He hated the shake in his voice, but he had heard all about the horrors of the group from his dad. This was the group that Steve had died trying to stop. "They're back?"

He could almost hear Steve grimace. "Technically, they never left. They've been here all along."

"How?" Tony demanded. "I think the world would've noticed crazy Nazis banding together to take over the world!"

"Tony." Steve's voice was quiet. "SHIELD is HYDRA."

Tony's jaw dropped. "What?" He asked hoarsely. "How?"

"Probably most don't even notice it. I don't think all of SHIELD is; after all, Natasha certainly isn't, and Fury wasn't. But I don't know how much is HYDRA and how much is SHIELD." Steve sighed and Tony could only guess how much stress he was under. "Arnim Zola, HYDRA's former bio chemist, joined SHIELD apparently and he's been building up HYDRA within it ever since."

"Damn." Tony ran his fingers through his hair. "How did we not notice? How did anyone not notice?" He couldn't believe that throughout all of the years SHIELD had been around, no one had connected the dots; no one had seen what was really going on. Especially him. After all, one of his hobbies was hacking into SHIELD.

"Sometimes, people did notice, or got in their way. But they were… taken care of." Steve paused again, and when he spoke again, his voice was soft and sympathetic. "Zola said… he implied that Howard was one of the people that they had gotten rid of."

Tony mind went blank.

HYDRA had killed his dad.

He had always thought that his parents' death was suspicious. One of the greatest minds in the world died in a car crash? Tony had always suspected that there was foul play. It made sense, but after learning of Obadiah's betrayal, he had always assumed that Obi had been the one to either set it up or hire a hit. HYDRA was never on his list of suspects. Then again, maybe Obadiah had been part of HYDRA all along. That would make too much sense.

"Tony?" Steve sounded like he was that 90 pound asthmatic on the phone. He sounded small.

Tony pulled himself together and sighed. "I always suspected someone had arranged it. I never suspected HYDRA though." The thought of those missiles came into his mind. "Are you alright?"

He heard the smile in Steve's voice. "I've gained a little wear and tear, but I'm fine."

Tony sighed internally, happy that Steve had somehow managed to survive up to this moment. "Where are you? Bruce and I could help." He knew the answer before Steve gave it.

"No. As much as we would love your help, Natasha and I've got it. We also have a friend that'll be joining in, too." Steve chuckled. "We're currently on our way to steal a piece of equipment for him actually."

"Why? If we could help – "

"Do you really think SHIELD is the only place HYDRA's infiltrated?" That brought Tony up short. "We don't know the full plan yet, but they intend to take out anyone who's a threat to their plans. We can almost guarantee that they've got eyes on all of us Avengers. All of the known people with powers are probably being watched too, so Fantastic Four and X-Men are also out."

"Still…"

"Actually, there's something you can do, considering that you've got the most secure systems in the world." Steve continued. "HYDRA's going to make their move soon, so if you could warn everyone you can think of who's not HYDRA, that would be great. After all, it helps to be prepared." Tony held back a snort. Steve was always trying to make sure everyone was as safe as possible.

"And you think I can tell who's who?"

"You're one of the smartest and paranoid people I know, and JARVIS can dig into anyone's past." Steve said. "I'm fairly sure if anyone can do it, you can."

Tony refused to feel touched at his faith. After all, he was still being sidelined. "Steve…"

Over the phone, he heard the murmur of other voices and the muffled sound of Steve putting his hand over the phone as he replied. "Listen, Tony, we'll be there in about five more minutes, so I've got one more thing to confess."

Tony's brow wrinkled. Steve sounded almost guilty now. "What?"

"Uh…" He just knew that Steve was blushing wherever he was. "Look, we were trying to avoid STRIKE, which had been sent to get us. And Natasha kind of forced me. It was definitely not my idea, okay?"

"Just spit it out, Steve."

"Natasha and I kissed." The words came out in a rush.

Tony blinked and took a minute to process that. "And you lived?"

"Tony…" Steve sounded exasperated.

"No. I'm not even mad." And he really wasn't. "I'm impressed."

"So, we're good?" Steve sounded nervous a bit.

"Yeah." Tony heard the voices again. "Okay, you've obviously got to go. Be safe."

"I'll try." Steve dryly said. "I love you."

"I love you, too." Tony was glad to be able to say it before Steve hung up this time. He could almost see Steve's smile.

After the dial tone rang once more, Tony sat there staring at the phone.

"Tony?" Bruce appeared at the entrance to the living room. "Everything alright?"

Tony's hand clenched around his phone, hard enough that a normal phone would crack a bit under the pressure. Stark Phones were tested by Thor and Steve though, so Tony's strength wasn't enough to even cause minimal damage.

"No." Tony sighed. "Nothing's alright."

* * *

Tony managed to get the message out to those that he trusted, and he made preparations for when the crap would surely hit the fan.

The news that Steve, Natasha, and one other were arrested after being attacked by someone with a metal arm did not help Tony's mood.

Still, this was only the calm before the storm.

The news that the original Captain America uniform had been stolen from the Smithsonian did make Tony smile a bit though.

It wasn't really stealing, as it was Steve's after all.

* * *

The next day, Tony attempted to distract himself by throwing himself into his work. Within just a few hours, he managed to design several efficient and environmental friendly bridges and buildings to be put in front of several planning committees that had approached him for his expertise. He also reviewed the proposals and designs that the R &amp; D Department of his company had wanted him to look at.

The bots seemed to pick up on his mood as well and they also tried to distract him. You and Butterfingers did their best, but Dummy really took the cake when he accidentally set the blender on fire. That took up about an hour as Tony also took the opportunity to try to figure out how exactly the robot had managed to make a fire in the lab.

Still, it could only last so long.

"Tony?" Bruce's voice came over the speaker as Tony turned down the rock and roll. "You need to get up here."

Tony's heart began to sink to his toes. "Is it – "

"Just get up here. Now." Bruce snapped, and it was obvious that the Hulk was coming a bit too close to the surface for anyone to feel comfortable.

Tony quickly saved and exited from his current project and made his way to the elevator. Despite knowing that he had some of the fastest elevator systems, the ride seemed to take forever. He stepped out onto the common floor. As he rounded the corner into the living room, he froze, and it felt like his heart froze with him.

On the TV, it showed the helicarriers, the ones that Steve had been suspicious of, rising out of the water, but that wasn't all. The people on them were obviously fighting something and there were explosions and gunshots going back and forth. It wasn't just the Helicarriers, as through the windows of the Triskelion there were flashes of gunshots.

SHIELD was at war with itself.

HYDRA had been revealed.

Tony didn't even notice as he made his way over to the couch and gripped the back of it, his eyes never leaving the screen.

"JARVIS?" He asked. Bruce looked up from where he was sitting on the couch and Tony could see the flash of green in his eyes.

The Hulk really wasn't happy.

"The HYDRA agents have revealed themselves, Sir. All ones within Stark Industries have been neutralized as per your instructions. Mr. Hogan and Miss Potts are safe." JARVIS immediately replied, knowing exactly what Tony wanted.

Tony gave a sigh of relief, happy that his company and its workers were safe at least. It was short-lived though as he watched a figure with what appeared to be wings dart from one Helicarrier to another. After all, whatever this was, Steve was probably right in the thick of it.

Tony hated this. All he could do was watch as Steve was risking his life to stop the people who had ruined his life all those decades ago and were once more threatening what he cared about it. Not only that, but Tony had helped this because he had let his tech get into the wrong hands again.

He hated this.

"Sir?" JARVIS sounded a bit panicked and Tony managed to wrench his eyes away from the TV to glance up.

"What?" He snapped, a bit irritated at the interruption.

"All of SHIELD's files have been released onto the Internet. All of SHIELD's secrets, as well as HYDRA's, are exposed."

Both scientists froze at the implications. They glanced at each other, and then looked back at the screen.

"Steve, what the hell are you planning?" Tony made his decision. "JARVIS, any information on the Avengers and our friends? Save them into your own encrypted files and erase it from the Internet."

"Yes, Sir." And Tony knew that JARVIS would do it as quickly and efficiently as he could.

"Better hurry. It's trending." Bruce commented as he looked at his Twitter on his phone.

Bruce's head jerked up as Tony gasped. On the screen, the guns had come up on each of the helicarriers. Those things were operational and ready. The two braced themselves, because whatever HYDRA had planned with those helicarriers, it probably wouldn't be good for them.

They blinked though when the helicarriers started shooting at each other.

"What?" Bruce asked, confused.

Tony realized it first. "Steve." He said with a slight smile. Once again, Steve had pulled through and saved the day.

"Uh…" Bruce said, hesitantly as they watched the helicarriers sag in the sky, one of them actually crashing into the Triskelion. "If he managed to override the programming… where is Steve now?"

Tony felt as though the world paused for a moment.

_Steve was on one of the helicarriers!_

The very helicarriers that were crashing down.

"Shit!" Tony cursed, pulling out his cell phone and speed dialing Natasha. After all, Steve had said that Natasha was along for this ride. He started pacing, back and forth as the phone continued ring.

"What?" Natasha's voice yelled down the line, obviously stressed. The reason for her yelling was clear as the thump of helicopter blades roared in the background. "Now is not a good time, Stark!"

"No shit! SHIELD's secrets are all over the Internet! You and every other agent are exposed!" Tony pointed out.

"I know! I'm the one who downloaded it!" Natasha said.

"What?" Tony yelled, and Bruce dragged his gaze away from the TV.

Tony switched the phone to speaker so Bruce could hear what was going on just as an unfamiliar voice said, "I don't see him! What about you?"

"What the hell is going on?" Tony demanded, that question worrying him.

"Well," Natasha said, knowing he would just call her back if she didn't explain, "SHIELD is HYDRA, so we exposed all that they've done. The Helicarriers were going to kill everyone who is or could be a threat a HYDRA, including all of us, with some sort of algorithm, so we blew them up by changing their targeting chips. It turns out the Winter Soldier was Bucky…"

"Wait, you mean, Steve's BFF is alive?" Tony asked. It wasn't the weirdest thing they had encountered, but still, how had he survived. "Who's the Winter Soldier?"

"Winter Soldier is the brainwashed assassin with the metal arm." Natasha said impatiently. Her voice became muffled a bit as she obviously pulled the phone away from her face to yell, "Can you keep this thing flying straight?"

"Think you can do better? Then, you fly this thing!" Fury's voice thundered down the line, and Tony and Bruce exchanged a glance. It seemed Bucky wasn't the only person who wasn't really dead.

"So what about Bucky?" Tony tried to keep Natasha on task, even though she was obviously distracted by something.

"He was on the same Helicarrier that Steve was on."

Dread settled into Tony's stomach.

He couldn't do this again. After all, this is what had happened with Pepper and the Mandarin. He couldn't be on the sidelines when the one he cared for most was in danger.

"Natasha, where is Steve?" Tony asked.

There was a pause with only the sound of the new guy in the background telling Fury to move on.

"Sorry, Tony," Natasha finally said, "He was still on the Helicarrier when the shots started."

Tony's heart met his toes. _No._

And this wasn't a repeat just for him. Steve really didn't have luck with aircraft, since almost 70 years ago, he crashed into the water in a HYDRA plane. It seems that history was repeating.

And Tony could only watch.

He didn't have the suit. He couldn't help. He couldn't do anything.

"We'll find him." Natasha vowed. "I'll call you when we do." With those final words, she hung up.

Tony just stared blankly at the phone, and finally Bruce gently pulled it out of his hands and hung up.

"It'll be fine, Tony." Bruce said. "Steve's tough."

"Yeah, and things worked out so well the last time Steve crashed an aircraft into the water." Tony snarled.

"Tony…" Bruce started, but with a final look at the TV, which showed the bay where the Triskelion had stood mere hours ago, Tony stalked out of the room.

He headed down to his lab. Dummy wheeled up to him, trying to comfort him, but Tony ignored him. He ignored You and Butterfingers, too. Scooping up the nearest wrench, he threw it at the nearest wall. It wasn't the only thing that was a casualty of Tony's anger.

It didn't take long before Tony slumped into the stool next to one of his workbenches, breathing hard. He hated this. He hated this waiting. He hated this when he was essentially useless despite all of his genius and money. His head came to rest on his folded arms.

"Sir?" JARVIS interrupted Tony's sulk.

"What?" He groaned.

"I have finished erasing all relevant information to the Avengers and their allies." The AI reported.

"Good job, JARVIS." Tony said, finally looking up and rubbing his face.

"Sir, I did find something worth noting."

"What?" Tony felt a slight spark of curiosity stir.

"There were files and records concerning Agent Coulson." JARVIS said. And Tony was about to point out that that was no big deal, when he continued, "And several of them were regarding incidences after his death."

Tony sat up straight. What was this, Come-Back-from-the-Dead Day? "What?" Tony asked. "What did the files say?"

"I am afraid I cannot say, Sir." JARVIS' voice held a touch of regret. "I tried to look further into them; however, someone was erasing them just as soon as I found them."

"Someone was erasing them?" Tony asked, incredulous. Whoever was doing that would have to be a hacker as good as him and JARVIS.

"Indeed. Other files were also being erased, so I was not able to look at them either." JARVIS said, slightly miffed. It wasn't often that someone was able to best him when it came to hacking.

Still, Tony felt somewhat reassured. Agent was somewhere out there, alive (though he had to admit that he felt the urge to punch him considering the way that all of the Avengers had mourned him; Pepper was going to kick his butt when she found out). And obviously there was at least someone else helping look after him. Surely, Coulson, one of the biggest Captain America fanboys ever, was on their side and he would help however he could.

Heck, he was probably doing more than Tony was.

Tony jumped a bit when he heard his phone ringing in his pocket. Bruce must have slipped it in there when he wasn't looking. He pulled it out and answered the moment that he saw Natasha's name.

"Yes?" He winced as he realized that his voice sounded hoarse.

"We've found him." Relief colored Natasha's normally stoic voice. "Someone must have pulled him out, since we found him on the shore."

"Is it bad?" Tony asked, because if someone else had pulled him out, that meant that he hadn't been able to do it himself.

Natasha paused. "It's not good." She brushed the bad news aside. "We're taking him to the hospital. I'll text you the coordinates."

"Got it." Tony nodded though she wouldn't see it. Natasha hung up, and a moment later the hospital's name popped up on Tony's screen.

Tony quickly left the lab and headed to the roof.

No fly zone or not, he had to get to D.C.

Steve was waiting for him.

* * *

Hospital beds had the ability of making people appear smaller and more fragile than they are. Luckily, due to the serum, Steve was generally able to avoid bed rest. That's why this was the first time Tony had ever seen Steve look so fragile. And it wasn't just that. Steve was normally so mature, and people often forgot due to his time as a Capsicle, but he looked his real age, a twenty-something, for once.

He was too young to be so injured.

Music played softly from an iPod in a set of speakers. When Tony walked in, a man, African-American, was sitting next to Steve and he looked up at Tony. He grinned and stood.

"Nice to meet you, Mr. Stark." He held out his hand. "Sam Wilson."

Tony hesitated a moment before taking his hand. However, he figured that if he met Natasha's approval, then he couldn't be too bad. "Mr. Stark's my dad. Call me Tony."

"Alright." Sam chuckled. "He woke up for a bit and cracked a joke, so he's probably going to be fine." He glanced over at Steve's bed.

"That's good." Tony responded, following his gaze.

"Though I have to admit," Sam continued, "I was surprised to learn that the infamous Tony Stark was secretly dating America's sweetheart Steve Rogers."

"Well," Tony glossed over it, "neither of us like following the norm."

Sam laughed, and it was a joyous sound that didn't fit with recent events. "Isn't that the truth!" He said. Sam patted Tony's shoulder as he walked past him. "I'll leave him to you."

Tony blinked at his retreating back. "Thanks."

Sam threw a wave at him, not even turning around.

Tony turned back around and sat down in the chair Sam had vacated. He reached out and clasped Steve's hand. Absently, he grabbed Steve's chart with his other hand and looked over the list of injuries.

Just looking at it made him wince in sympathy. He quickly put it down and returned his gaze to Steve.

Tony didn't know how long it took, but eventually Steve started twitching. He was right there as Steve opened his eyes and his gaze immediately turned towards Tony.

"Hey," He managed to crack a smile.

"Hey," Tony said, trying to hide his relief. He took on a scolding tone. "I thought you said you'd be safe."

"Well," Steve said, "I really did try, but it's kinda hard to do when HYDRA agents insist on shooting at me and trying to kill millions of people."

"I guess I'll have to forgive you." Tony finally smiled back at him. He sighed though as the smile dropped. "You really worried me, Steve."

Steve smiled sympathetically and lifted up his arm, gesturing for Tony to come closer. Tony crawled up onto the bed and gingerly set himself at Steve's side, careful to not aggravate his injuries. Steve pulled him close. "Hey," he said softly, "it's okay, Tony."

"No, it's not." Tony said harshly. "You were in danger, and I could do squat."

"Not quite." Steve pointed out. "You managed to get the word out so not everyone was caught off guard."

"Yeah, but I was still sidelined the entire time." Tony insisted. "I _hated_ it."

"Sorry." Steve said, his voice genuine.

Tony sighed and closed his eyes, taking in Steve's scent. It had been far too long since the last time he had seen Steve in person, and despite the circumstances, he was glad to see Steve. "I heard about your friend." He changed the subject.

"Yeah…" Steve looked off into the distance. "He's still in there, you know."

"I don't know if you can reach him though, Steve." Tony knew exactly what this was leading to.

"But I've at least got to try." He said. "Tony, I'm going to find Bucky."

Tony wrapped his arm around Steve. "Are you sure he even wants to be found?"

"I think he's the one who pulled me out." Steve tilted Tony's head up so they were looking into each other's eyes. "So, he remembers something at least."

Tony sighed again. _Why does he have to be so stubborn?_ "Fine." He huffed.

Steve smiled. "Thanks, Tony." He leaned in and kissed Tony on the cheek. "Don't worry. Things will work out."

Tony wasn't so sure. After all, with SHIELD gone, who knew what sort of chaos would be unleashed.

Still, for now, with them, he was content to try to believe that.

Even though he had the feeling that Steve didn't totally believe it either.

* * *

Things had been settled as much as they could be in D.C. Natasha had some final business to take care of, but she would be officially moving all the way into the Tower. Clint had somehow survived and already had. Tony had left Bruce in charge of settling them in. Though he wasn't coming just yet, Thor had contacted them to confirm that he was all right.

Steve had left with Sam, going to Russia to chase Bucky's shadow. His wounds had healed, though he was still tender, but he was determined to find his friend.

Tony stepped into his elevator, just arriving back, and immediately went into the lab. After all, he could see that whatever happened next would not be good.

The government had never really like superheroes, or other people with unusual skills or abilities. SHIELD had been the only thing really standing between the government and people like them. However, SHIELD was gone, and all of its secrets were out to public scrutiny.

Of course, as Natasha had pointed out, the government still needed them. The world was getting bigger, and there were plenty of threats that the military could not fight against. The Avengers and others like them would surely be called on again. At least, they would until they found someway to replace them.

The way things stood, Tony would not be able to do much. Sure, he could hire former SHIELD agents and offer protection within his home and Stark Industries, but it wasn't enough. Not to Tony. Because, surely, even worse things were around the corner.

And there was no way in hell Tony was going to stand to the side and only watch as his friends and the one he cared for most fought and died.

"JARVIS." Tony called as he entered the lab and threw his jacket over a chair. "Ready the lab."

Dummy, You, and Butterfingers gathered around the workbench as JARVIS fired up screens and blueprints.

"May I ask what we will be working on, Sir?" JARVIS asked, being deliberately coy.

Tony sighed. After all, he had made his decision.

"Bring up the plans for Iron Man Mark 43."

He had a suit to build.

* * *

_AN: I've had the idea for this fic since I saw Captain America: The Winter Soldier in theaters and thought, "Wow, Tony's going to be pissed when he finds out someone's using his tech for evil again." Unfortunately, it's taken me this long to get the words on the page. I wasn't originally going to make it Stony (it was just going to be Tony's POV during CW:TWS), but then I thought that I might as well incorporate my ship. After all, Natasha giving out date ideas was just too good to pass up. Please tell me if you think I got their voices and personalities right, because I'm working on a different Avengers fic and I want to do better if possible. Thanks for reading!_


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